EXHIBIT 10.3

                                    AGREEMENT

         AGREEMENT  MADE and effective as of the First day of June,  1995 by and
between THE QUIGLEY CORPORATION,  a Nevada corporation with its principal office
at Landmark Building, 10 South Clinton Street, Doylestown,  Pennsylvania,  18901
(hereinafter  "Employer"),  and GUY J.  QUIGLEY  residing  at 301 Dorset  Court,
Doylestown, Pennsylvania, 18901 (hereinafter "Executive").

         WHEREAS, Employer is in the business of developing and marketing health
related  and/or  various  other  consumer  products  for sale in the  commercial
marketplace, television, mail order and network marketing; and

         WHEREAS,  Employer  desires to assure the services of Executive for the
period in this  Agreement  and  Executive  is  willing to serve in the employ of
Employer  on a full-time  basis for said  period  upon the terms and  conditions
hereinafter set forth;

         NOW,  THEREFORE,  in  consideration  of  the  mutual  covenants  herein
contained, the parties hereto agree as follows:

         1. EMPLOYMENT. Employer agrees to employ Executive and Executive agrees
to enter employ of the Employer  for the period  stated in Paragraph  "3" hereof
and upon the other terms and conditions set forth herein.

         2. POSITION AND  RESPONSIBILITIES.  During the period of his employment
hereunder,  Executive  agrees to serve as the  President  and/or  Chief  Officer
and/or  Chairman  of the Board of the  Employer  and to be  responsible  for the
general management of the business affairs of the Company, reporting directly to
the Board of Directors of the Employer ("the Board").

         3. TERM OF EMPLOYMENT.  The period of Executive's employment under this
Agreement  shall be deemed to have  commenced  as of June 1st;  1995,  and shall
continue for a period of ten (1 0) years until May 31st;  2005,  and  thereafter
from year to year as mutually agreed upon.

         4. DUTIES. During the period of his employment hereunder and except for
illness,  vacation  periods and reasonable  leaves of absence,  Executive  shall
devote substantially all his business time, attention,  skill and efforts to the
faithful  performance  of his  duties  hereunder;  provided,  however,  that the
foregoing shall not be construed to prevent  Executive from acting as a Director
or Counsel of any other  non-competing  corporation or entity when such activity
does not  materially  affect  the  performance  of  Executive's  duties  to this
Agreement.

         5.1 COMPENSATION.  Employer shall pay Executive as compensation for his
services hereunder, during the first year of

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this  Agreement,  (i) a minimum  base salary of  $125,000.00  per year,  payable
weekly,  or bi-weekly and (ii) such bonus or additional  compensation  as may be
awarded to Executive from time to time by the Board or by a committee designated
by the Board.  Additionally,  Executive shall be entitled to four (4) weeks paid
vacation per year. For each subsequent year of this Agreement,  Executive's base
salary  shall  increase  each year on  January 1 by the lesser of (i) 20% of the
preceding  year's base salary,  or (ii) 2% of the increase in gross  revenues of
the Employer over the gross  revenues of the preceding  calendar year. In either
event,  the increase in base salary shall be payable as additional  compensation
in two (2) equal installments, on March 1st; and September 1st; of each year, or
alternatively on a monthly basis.

         5.2 ROYALTY  COMPENSATION.  Employer shall pay Executive an independent
monthly  "founders"  royalty in keeping with the existing  agreement duly signed
with the  product  developers  and  patent  holders  (Godfrey  et.al.),  for the
Exclusive  Worldwide  Rights of the  Employer's  cold therapy  products,  as was
negotiated by the Executive on behalf of the Employer. The royalty payable shall
be 5% (five per cent) of the Gross sales secured by the Employer,  after outward
shipping  costs and sales  Broker  fees  have been  deducted  and shall be for a
period of ten (10) years from the date of this agreement.

         5.3 NETWORK MARKETING COMPENSATION.  Executive shall design and execute
a network  marketing  program on behalf of the Employer and shall be entitled to
be the  "founder" of such program,  with the top level  position held in reserve
for the Executive.  The Executive  shall be entitled to share this position with
any person  and/or  entity the  Executive  deems  suitable for the expansion and
benefit of the Employer.

         6. REIMBURSEMENT OF EXPENSES. Employer shall pay or reimburse Executive
for  all  reasonable   travel  and  other  expenses  incurred  by  Executive  in
performance of his obligations under this Agreement.  Employer further agrees to
provide and pay for a telephone line at Executive's  residence to be utilized by
Executive for the business purposes of the Employer.

         7.  BENEFITS.   Employer  shall  provide  to  Executive  the  following
additional  benefits:  (i) health and dental  insurance  for  Executive  and his
family  members at least  equivalent to the executive  level program  offered by
Blue  Cross/Blue  Shield,  (ii) a term life  insurance  policy of $ 1,000,000 on
Executive's  life  with  a  beneficiary  to be  named  by  Executive,  (iii)  an
automobile owned or leased and maintained by the Company, plus fuel for business
purposes,  insurance,  tolls and  parking and (iv) such  profit  sharing,  stock
option,  or retirement plans as may be adopted or offered to any employee by the
Employer or the Owner at any time during the term of this Agreement.


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         8.  DISABILITY   BENEFITS.   As  used  in  this  Agreement,   the  term
"disability"  shall mean the total and complete  inability  of the  Executive to
perform  his  duties  under  this  Agreement  as  determined  by an  independent
physician selected with the approval of the Employer and the Executive. With the
exception of Clauses 5.2 and 5.3, which cannot be revoked,  in the event of such
disability,  the Employer shall continue to pay Executive the  compensation  set
forth in Paragraph  "5" hereof during the period of such  disability;  provided,
however,  that in the event the Executive is disabled for a continuous period in
excess of eighteen calendar months, the Employer may, at its election, terminate
this  agreement  in which  event  Executive  shall  be  entitled  to a  lump-sum
termination payment of $250,000.

         9. PAYMENTS  PAYABLE UPON DEATH.  With the exception of Clauses 5.2 and
5.3,  which  will  continue  to exist  and will  automatically  be passed to the
Executive's  beneficiaries,  in the event of the death of  Executive  during the
term of this Agreement,  all other compensation and benefits required to be paid
hereunder  shall  continue  to be paid for a period of twelve (12) months to the
wife or dependent(s) of Executive, if surviving.

         10.(a) TERMINATION AND EXTENSION.  This Agreement may not be terminated
during its term by the Employer  for any reason other than a material  breach by
the  Executive  of the  terms  of this  Agreement.  Upon  its  expiration,  this
Agreement shall be automatically  renewed for additional one-year periods unless
Employer shall provide Executive with written Notice of Intent not to renew this
Agreement not less than three (3) months prior to the  expiration of the initial
term or any extension term thereof.

         10.(b)  SEVERANCE.  For whatever  reason the Employer shall buy out the
remaining  value of this contract,  it shall pay to the Executive two years base
compensation,  determined  at the rate of the  Executive's  base rate,  plus any
bonus plan payments  that would have been accrued had the Executive  remained as
an employee of the Employer.  This provision applies regardless of the fact that
the Executive  obtains new employment and such earning are not mitigated against
the remaining and severance values of this contract.

         11. NOTICES. All notices,  demands or communications hereunder shall be
in writing  and  unless  otherwise  provided,  shall be deemed to have been duly
given on the first business day after United States  mailing by certified  mail,
return receipt requested, addressed to the parties at such address as they shall
advise from time to time.

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         12. AMENDMENT. No modification,  waiver, amendment or discharge of this
Agreement  shall be valid unless the same is in writing and signed by each party
hereto.

         13.   SURVIVAL.   The   representations,   warranties,   covenants  and
indemnifications  contained  herein shall survive the execution hereof and shall
be effective regardless of the expiration or termination hereof.

         14. ENFORCEMENT.  Severability.  It is the desire and the intent of the
parties hereto that the  provisions of this Agreement  hereof be enforced to the
fullest extent permissible under the laws and public policy of the jurisdictions
in which  enforcement  is  sought.  Accordingly,  if any  particular  portion or
provision of this Agreement shall be adjudicated to be invalid or unenforceable,
the  remaining  portion or such  provision or the  remaining  provisions of this
Agreement,  or the application of such provision or portion of such provision as
is held invalid or unenforceable to persons or circumstances other than those to
which it is held invalid or unenforceable, shall not be effected thereby.

         15. ASSIGNABILITY. Employee and the Executive agree that this Agreement
may be assigned to a corporation controlled by the Executive.

         16.  GOVERNING  LAW AND VENUE.  This  Agreement  shall be  construed in
accordance with the laws of the State of Pennsylvania and any proceeding arising
between the Parties in any matter pertaining or relating to this Agreement shall
be held or brought in the Supreme Court of the State of  Pennsylvania in and for
the County of Bucks.

         IN WITNESS WHEREOF,  the Parties hereto have executed this Agreement on
the First day of June, 1995:


                                         /S/ CHARLES PHILLIPS
                                         ------------------------------
                                         By:  THE QUIGLEY CORPORATION


                                         /S/ CHARLES J. QUIGLEY
                                         ------------------------------
                                         By:  EMPLOYEE

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                               Charles A. Phillips
                               35 Swamp Creek Road
                                Erwinna, PA 18920







December 1, 1996

Guy Quigley
c/o The Quigley Corporation
Landmark Building
10 South Clinton Street
Doylestown, PA 18901


Dear Guy,

         As we have  commenced  to receive  royalty  payments,  and you verbally
agreed to pass to me, 25% of the  royalties  you may receive  from the  company,
could you execute the  following.  Please have said royalty paid directly to me,
from The Quigley Corporation, rather than paid by you personally.

         Your attention in this matter will be greatly appreciated.

Sincerely yours,

/S/ CHARLES PHILLIPS
--------------------
Charles A. Phillips